8-K

                         SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                             ______________________



                                  FORM 8-K


                               CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

          Date of report (date of earliest event reported) May 28, 1997

                             Duke Power Company
            (Exact name of registrant as specified in its charter)


      NORTH CAROLINA                   1-4928                     56-0205520
(State or other jurisdiction   (Commission File Number)         (IRS Employer
   of incorporation)                                         Identification No.)


         422 South Church Street                                  28242-0001
       Charlotte, North Carolina                                  (Zip Code)
(Address of principal executive offices)





     Registrant's telephone number, including area code: 704-594-0887



Item 5. Other Events.

     Duke Power Company (the "registrant") previously disclosed that the
registrant and PanEnergy Corp ("PanEnergy") had entered into a definitive
Agreement and Plan of Merger among the registrant, Duke Transaction Corporation
and PanEnergy dated as of November 24, 1996, as amended and restated as of
March 10, 1997 (the "Merger Agreement").

     Among other conditions to consummating the Merger, the registrant was to
receive approval of the Federal Energy Regulatory Commission ("FERC").

     On May 28, 1997, the FERC unanimously approved the joint application of the
registrant and PanEnergy seeking approval of the Merger. A copy of the
registrant's press release announcing the FERC approval is filed herewith as
Exhibit 2(a) and is incorporated by reference herein.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     The following exhibit is filed herewith:

     2(a). Press Release of registrant dated May 28, 1997.



                                  SIGNATURE

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               DUKE POWER COMPANY
                                                  (registrant)

                                               By: Richard J. Osborne
                                                   Richard J. Osborne
                                                   Senior Vice President
                                                   and Chief Financial Officer

Dated: May 30, 1997



                              Exhibit Index

 Exhibit                            Description

  2(a)                Press Release of registrant dated May 28, 1997

EX-2

                                                                   Exhibit 2(a)


Duke Power Company                                         News Release
P.O. Box 1009
Charlotte, NC 28201-1009


(Duke Power logo appears here) DUKE POWER

May 28, 1997                              CONTACT: Randy Wheeless
                                                   Duke Power
                                          Office : 704/382-8379
                                          24-Hour: 704/594-0681

                                                 : John Barnett
                                                     PanEnergy
                                                 : 713/627-4072

DUKE POWER AND PANENERGY MERGER WINS FEDERAL ENERGY REGULATORY COMMISSION
APPROVAL


CHARLOTTE, N.C., & HOUSTON -- The Federal Energy Regulatory Commission (FERC)
today approved the proposed $7.7 billion merger between Duke Power Co. and
Houston-based PanEnergy Corp.

The new company will be known as Duke Energy Corporation, with headquarters
in Charlotte and substantial operations in Houston. The merger is expected to
become final in mid-June.

The merger has already been approved by the state utilities commissions of North
Carolina and South Carolina and the shareholders of both companies. The Federal
Trade Commission also granted early termination of the waiting period prescribed
under the Hart-Scott-Rodino Antitrust Improvements Act.

                                (MORE)



"We are pleased with FERC's timely approval and are looking forward to Duke
Energy becoming a reality," said Duke Power President and Chief Operating
Officer (COO) Richard B. Priory. "We believe Duke Energy has a dynamic future
and our customers will benefit from the combination of these two companies."

"I applaud FERC's prompt action in processing our application in a timely
manner," said Paul Anderson, chairman, president and chief executive officer
(CEO) of PanEnergy. "We can now focus on developing the leading integrated
energy company in North America."

Once the merger is complete, Priory will become chairman and CEO of Duke
Energy. Anderson will become Duke Energy's president and COO. William H. Grigg,
current Duke Power chairman and CEO will retire with completion of the merger
as previously announced.

Announced on Nov. 25, 1996, the combination creates an unparalleled integrated
energy provider that unites Duke Power, one of the leading investor-owned
electric utilities in the nation, with PanEnergy, one of the leading energy
services companies handling more than 15 percent of the natural gas consumed
in the United States.

Under the terms of the proposed merger, each outstanding share of PanEnergy
common stock would be converted into the right to receive 1.0444 shares of
Duke Power common stock.

                                 (MORE)



Duke Power is one of the nation's largest investor-owned electric utilities,
serving 1.8 million customers in North Carolina and South Carolina. Through its
Associated Enterprises Group, Duke Power also provides energy services and
consulting to customers and utilities worldwide.

PanEnergy Corp.-- one of North America's leading energy services companies--
operates more than 37,000 miles of natural gas pipeline, delivering gas
primarily to Northeast and Midwest markets. The company is also one of the
nation's largest natural gas gatherers and processors and markets liquefied
petroleum gases and related energy services throughout the United States and
Canada. Through its recently formed venture with Mobil, PanEnergy is one of the
leading marketers of natural gas and electricity in North America. The company
also has other energy interests worldwide.

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